On March 27, 2026, the Delaware Supreme Court affirmed the Court of Chancery’s decision in Witmer v. Armistice Cap., LLC, 344 A.3d 632 (Del. Ch. 2025) aff’d, No. 381, 2025, 2026 WL 849994 (Del. Mar. 27, 2026), dismissing a...more
4/24/2026
/ Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
DE Supreme Court ,
Delaware ,
Derivative Suit ,
Fiduciary Duty ,
Insider Trading ,
Minority Shareholders ,
Securities Regulation ,
Shareholder Litigation
On March 16, 2026, the Delaware Court of Chancery in Fortis Advisors, LLC v. Krafton, Inc. issued a post-trial decision in which the court resolved in favor of plaintiff sellers the first phase of a dispute over a buyer’s...more
4/9/2026
/ Acquisition Agreements ,
Artificial Intelligence ,
Business Litigation ,
Buyers ,
Contract Disputes ,
Corporate Governance ,
Covenant of Good Faith and Fair Dealing ,
Delaware ,
Earn-Outs ,
Merger Agreements ,
Purchase Agreement ,
Sellers
Every document production to the Department of Justice (DOJ) contains some variation of the disclaimer “FOIA Confidential Treatment Requested Pursuant to Rule 6(e).” But how much protection does this language actually...more
On February 24, 2026, the Securities and Exchange Commission (SEC) released the first updates to its enforcement manual since 2017. The new manual makes modifications to SEC enforcement procedures in several key areas,...more
3/9/2026
/ Capital Markets ,
Cooperation ,
Cooperation Agreement ,
Disgorgement ,
Enforcement Actions ,
Enforcement Guidance ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Seventh Amendment ,
Wells Notice
The California attorney general has secured a stipulated Final Judgment and Permanent Injunction against Disney DTC LLC and ABC Enterprises Inc. resolving alleged violations of the California Consumer Privacy Act (CCPA)...more
3/6/2026
/ California ,
California Consumer Privacy Act (CCPA) ,
Consumer Privacy Rights ,
Corporate Counsel ,
Data Privacy ,
Disney ,
Enforcement Actions ,
Opt-Outs ,
Permanent Injunctions ,
Personal Information ,
Popular ,
Settlement ,
State Attorneys General ,
State Privacy Laws ,
Statutory Violations
On January 15, 2026, Letitia James, the New York attorney general (NY Attorney General), filed a complaint against Robert Kramer, the former CEO of Emergent BioSolutions Inc., alleging insider trading in violation of the...more
2/13/2026
/ 10b5-1 Plans ,
Department of Justice (DOJ) ,
Diversity Jurisdiction ,
Enforcement Actions ,
Federal v State Law Application ,
Insider Trading ,
Martin Act ,
Publicly-Traded Companies ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
State Attorneys General
Last month, two large, affiliated investment advisory groups reached a settlement with the Securities and Exchange Commission (SEC) over allegations that their form investment advisory agreements violated the Investment...more
As the new year takes shape, we look back at major changes in corporate governance law over the second half of 2025 as a harbinger of developments to come.
We first describe four cases before the Supreme Court that may...more
2/3/2026
/ Antitrust Provisions ,
Appeals ,
Appellate Courts ,
Artificial Intelligence ,
Corporate Governance ,
Cybersecurity ,
Delaware General Corporation Law ,
False Claims Act (FCA) ,
Foreign Private Issuers ,
Hart-Scott-Rodino Act ,
Popular ,
Private Right of Action ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On January 20, 2026, the Delaware Supreme Court reversed the Court of Chancery’s decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., holding that the challenged provisions of the stockholder agreement...more
2/2/2026
/ Appeals ,
Appellate Courts ,
Board of Directors ,
Business Litigation ,
Cause of Action Accrual ,
Contract Disputes ,
Contract Interpretation ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Equitable Defenses ,
Limitation Periods ,
New Legislation ,
Shareholder Litigation ,
Shareholders ,
Statutory Interpretation ,
Stockholder Agreements ,
Time-Barred Claims
On January 9, 2026, the Supreme Court granted certiorari in three cases to resolve disputes regarding the scope of administrative enforcement powers by the Securities and Exchange Commission and the Federal Communications...more
1/19/2026
/ Administrative Proceedings ,
Article III ,
Certiorari ,
Constitutional Challenges ,
Disgorgement ,
Enforcement Actions ,
FCC ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Seventh Amendment ,
Split of Authority ,
Statutory Interpretation ,
Telecommunications
On September 17, 2025, the U.S. Securities and Exchange Commission (SEC or Commission) issued a policy statement clarifying that its decision whether to accelerate the effectiveness of a registration statement for a...more
In Securities and Exchange Commission v. Sripetch, the U.S. Court of Appeals for the Ninth Circuit affirmed a disgorgement award and determined that the Securities and Exchange Commission (SEC) need not show that investors...more
Forum selection clauses have long been a feature of commercial contracting. Since then-Chancellor Strine’s decision in Boilermakers Local 154 Ret. Fund v. Chevron Corp., Delaware corporations have routinely included such...more
7/30/2025
/ Breach of Contract ,
Business Litigation ,
CA Supreme Court ,
Corporate Governance ,
Delaware ,
Fiduciary Duty ,
Forum Selection ,
Jurisdiction ,
Jury Trial ,
Litigation Strategies ,
Shareholder Litigation
On June 10, 2025, the U.S. Court of Appeals for the Ninth Circuit Pino v. Cardone Capital, LLC reversed in part the dismissal of claims brought under the Securities Act of 1933 based on statements made in connection with two...more
7/17/2025
/ Appeals ,
Disclosure Requirements ,
Enforcement Actions ,
Fraud ,
Investment ,
Investors ,
Misleading Statements ,
Omissions ,
Securities Act of 1933 ,
Securities Litigation ,
Securities Regulation
On June 30, 2025, the Supreme Court granted certiorari in FS Credit Opportunities Corp., et al. v. Saba Capital Master Fund, Ltd., et al., 24-345 to resolve a circuit split over whether Section 47(b) of the Investment Company...more
On June 17, 2025, the Delaware Supreme Court (Court), sitting en banc, reversed a Court of Chancery ruling that had held a bidder liable for aiding and abetting fiduciary breaches of the target’s management....more
7/10/2025
/ Acquisition Agreements ,
Aiding and Abetting ,
Appeals ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Change in Control ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
En Banc Review ,
Fiduciary Duty ,
Merger Agreements ,
Shareholder Litigation
The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule in March 2025 that removes requirements for US companies to report beneficial ownership information under the Corporate Transparency Act (CTA)....more
7/8/2025
/ Artificial Intelligence ,
Beneficial Owner ,
Compliance ,
Corporate Governance ,
Corporate Transparency Act ,
Cryptocurrency ,
Cybersecurity ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Enforcement Priorities ,
Financial Crimes ,
FinCEN ,
Foreign Corrupt Practices Act (FCPA) ,
NYDFS ,
Popular ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
White Collar Crimes
On May 12, 2025, the Department of Justice (“DOJ” or the “Department”) issued a revised Corporate Enforcement and Voluntary Self-Disclosure Policy (Revised CEP). Matthew R. Galeotti, chief of the Criminal Division of the DOJ,...more
The Securities and Exchange Commission (SEC) recently informed the U.S. Court of Appeals for the Eighth Circuit that it will no longer defend its March 6, 2024, rule requiring that companies disclose climate-related risks and...more
Financial firms doing business in New York should be mindful of a recent e-blast sent by the state’s financial regulator concerning cybersecurity requirements that become effective in less than two months. The New York...more
On Feb. 7, 2025, the U.S. Court of Appeals for the Second Circuit in In re Two Grand Jury Subpoenas Dated Sept. 13, 2023 affirmed the Southern District of New York’s order compelling a partner at a law firm and the firm to...more
On Feb. 10, President Donald Trump issued an executive order pausing enforcement under the Foreign Corrupt Practices Act (FCPA or the Act) for a period of at least 180 days and up to 360 days. The order directs Attorney...more
Last week, the Securities and Exchange Commission (SEC) announced two enforcement actions related to the failed implementation of anti-money-laundering (AML) procedures. These charges reflect the SEC’s continued focus on...more
As 2025 begins, we cover several significant corporate governance developments that occurred in the second half of 2024 and since our Corporate Governance: 2024 Midyear Review was published in August. We first highlight...more
2024 saw continued expansion of laws, regulations and enforcement actions concerning privacy and data security. With no overarching federal privacy law, states continue to expand their enforcement. Four new comprehensive...more